Warrnambool Cheese and Butter chief executive David Lord says the offer is not good value for shareholders.

"What they are being asked to do is exchange WCB shares, which have a very strong outlook, for Bega shares, which we believe and analysts in the market currently believe have a much weaker outlook.

"If you're exchanging your shares for shares in a company that is trying to acquire the company that you hold shares in then you have to take a position on what you think the value of those shares is going to be in the future.

"This offer is based on a very ramp up in the Bega share price, the Bega share price hit an all time high only in September this year, so this month."

He says the offer is "highly opportunistic" coming at a time when the international dairy commodities cycle is at a low point.

"It's about to head into much more favourable territory.

"It also comes at a time when the investments that WCB has been making over the last three years in business improvement initiatives and projects, the benefits of which are due to flow into the business over the next couple of years."

Had the takeover been accepted, Bega Cheese would have become Australia's biggest dairy company.